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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Agape ATP Corp (Name of Issuer) |
COMMON STOCK, PAR VALUE US$0.0001 PER SHARE (Title of Class of Securities) |
008389207 (CUSIP Number) |
03/24/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 008389207 |
| 1 | Names of Reporting Persons
Lesser Panda Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,680,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
7.36 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (1) Qingshan Tang beneficially owns 3,680,000 shares of common stock through his 100% ownership of Lesser Panda Ltd, all of which were acquired pursuant to the subscription agreement dated February 28, 2025.
(2) The percentage is calculated based upon (i) 50,005,381 shares of common stock issued and outstanding as of March 24, 2025 as reported in the Issuer's 8-K filed with the SEC on March 25, 2025; and (ii) Lesser Panda Ltd owns 3,680,000 shares of common stock as of March 24, 2025.
SCHEDULE 13G
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| CUSIP No. | 008389207 |
| 1 | Names of Reporting Persons
Qingshan Tang | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CHINA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,680,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
7.36 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) Qingshan Tang beneficially owns 3,680,000 shares of common stock through his 100% ownership of Lesser Panda Ltd, all of which were acquired pursuant to the subscription agreement dated February 28, 2025.
(2) The percentage is calculated based upon (i) 50,005,381 shares of common stock issued and outstanding as of March 24, 2025 as reported in the Issuer's 8-K filed with the SEC on March 25, 2025; and (ii) Lesser Panda Ltd owns 3,680,000 shares of common stock as of March 24, 2025.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Agape ATP Corp | |
| (b) | Address of issuer's principal executive offices:
1705-1708 LEVEL 17, TOWER 2, FABER TOWER, JALAN DESA BAHAGIA, TAMAN DESA, KUALA LUMPUR N8 58100 | |
| Item 2. | ||
| (a) | Name of person filing:
Lesser Panda Ltd, a British Virgin Islands private limited company (the "Reporting Company") and Qingshan Tang, its director (the "Reporting Person"). | |
| (b) | Address or principal business office or, if none, residence:
The address of both the Reporting Company and the Reporting Person is Mandar House, 3Rd Floor, Johnson'S Ghut, Tortola, British Virgin Islands Vg1110. | |
| (c) | Citizenship:
The Reporting Company is incorporated under the laws of the British Virgin Islands and the Reporting Person is a citizen of China. | |
| (d) | Title of class of securities:
COMMON STOCK, PAR VALUE US$0.0001 PER SHARE | |
| (e) | CUSIP No.:
008389207 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The Reporting Company was issued 3,680,000 shares of the Issuer's common stock, par value US$0.0001 per share, pursuant to a subscription agreement. The Reporting Person 100% owns and controls the Reporting Company. | |
| (b) | Percent of class:
The percentage is calculated based upon (1) 50,005,381 shares of common stock issued and outstanding as of March 24, 2025 as reported in the Issuer's 8-K filed with the SEC on March 25, 2025; and (2) the Reporting Company owns 3,680,000 shares of common stock as of March 24, 2025 | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
For the Reporting Company and the Reporting Person, 3,680,000. | ||
| (ii) Shared power to vote or to direct the vote:
For the Reporting Company and the Reporting Person, 0. | ||
| (iii) Sole power to dispose or to direct the disposition of:
For the Reporting Company and the Reporting Person, 3,680,000. | ||
| (iv) Shared power to dispose or to direct the disposition of:
For the Reporting Company and the Reporting Person, 0. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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The Joint Filing Agreement between the Reporting Company and the Reporting Person is filed with this Schedule 13G. |